Two-thirds of the way through the original "Shrek," the quite creatively warped, CGI-animated fairytale fell victim to an inane plot crutch when its grumpy but lovestruck, big-green-ogre anti-hero overheard part of a conversation -- lovely Princess Fiona describing herself as ugly after transforming into an ogre too -- and thought she was talking about him.

This stupid misunderstanding between romantics (and the fact that it never occurs to thick-witted Fiona that Shrek might like her more as an ogre) didn't ruin the movie, but the fact that it drives the rest of the story was an insult to all the hilariously astute, genre-mocking that had come before it.

Unfortunately, "Shrek 2" -- in which the newlywed ogres visit Fiona's disapproving (and human) royal Mum and Dad -- is predicated entirely on just such "Three's Company"-quality contrivances, requiring all the characters to behave like jackasses in order for the plot to advance.

If Shrek (voiced by Mike Myers in his ironic Scottish brogue) and Fiona (Cameron Diaz) would just level with each other for about 60 seconds, there'd be no movie. But instead, a series of stupid misunderstandings lead Shrek to decide he must make himself over to keep his wife's heart -- and the next thing you know, he's downing magic potions hoping to become some kind of Prince Charming.

Meanwhile, the real Prince Charming -- a smug nincompoop with a pointy chin, slow-mo-tossable blonde hair and the amusingly haughty voice of Rupert Everett -- conspires with Fiona's father (a stumpy king voiced by John Cleese) and the "Godfather"-like Fairy Godmother (vocal scene-stealer Jennifer Saunders) to get Fiona back on her proper fairy-tale track -- in which she's to become human again, then become Mrs. Charming.

There is plenty of potential Brothers Grimm comedy to be had from such circumstances, but the cartoon's hodge-podge committee of writers (four of them) and directors (three of them) opt more often for throwaway pop-culture gags instead. An upside-down "Spider-Man" kiss, a "Lord of the Rings" wedding ring and a "Sir Justin" (as in Timberlake) pinup poster -- the picture is littered with references that have a shelf life of about three years.

In Fiona's L.A.-like kingdom of Far Far Away (spelled out in big letters on a hillside, Hollywood-sign style), there are horse-drawn stretch-carriages, stores with names like Tower of London Records, and Starbuck's Coffee shops on every corner.

As in the first film, all of this is set to a soundtrack of radio-friendly pop tunes (including a revolting cover of David Bowie's "Changes") that are completely incongruous to the setting and sure to date "Shrek 2" badly in years to come.

Creatively this sequel has one saving grace in Antonio Banderas, who lends his velvety, Latino-Lothario voice to the hilarious Puss In Boots -- a swashbuckling mercenary kitty cat with deceptively saucer-like eyes who becomes an ally to Shrek and a rival for Donkey (Eddie Murphy, also returning from the first film), who is shoehorned into the story obligatorily.

Technically, however, this picture's animation hasn't gained any ground on the original. Most of the human characters still look and move like Disneyland animatronics, and while the heroes come to life more effectively, even they have a hard time syncing up their mouths to their dialogue.

DreamWorks Animation is still several paces behind computer-cartoon rival Pixar in style. But more importantly, they don't seem to put even a tenth as much stock into imagination and originality. "Shrek 2" is completely reliant on the kinds of clichés and creaking plot machination that "Monsters, Inc." and the "Toy Story" movies eschewed entirely. While this movie may garner a handful of topical laughs in the summer of 2004 (it's funniest scene is a spoof of "COPS"), it is otherwise a real dud.